Tuck Pendleton is a cocky pilot, who is taking part in a miniaturization experiment. When some bad guys break into the lab to steal the technology, one of the scientists takes a syringe which contains the miniaturized Tuck and vessel. Now in the vessel is part of the material needed to restore him. But the other part which is the lab is stolen. The scientist's shot but before dying he injects Tuck into Jack Putter, a hypochondriac, who feels that something is wrong with him all the time. When Tuck links himself to Jack's systems, he discovers that something happened. So they go back to the lab, and discover what happened. Now they are told that unless they retrieve the material that was stolen they won't be able to restore Tuck before his oxygen is depleted. Now the government rep decides that the only thing that matters that as long as they have the other half of the material, it is useless to the thieves. So Tuck eggs Jack to go out and find the thieves. They enlist the aid of Tuck's old girlfriend, Lydia, who is a reporter. And it's fortunate for them that she has a lead that pans out.

In 2012, amid economic chaos and high unemployment, Americans by the millions watch criminals with life sentences race armored cars on Terminal Island. Two-thirds of the combatants die but the winner may earn his freedom. On the day he loses his job, steelworker Jensen Ames is arrested for his wife's murder. Sent to Terminal Island, he's offered an out by the steely and manipulative Warden Hennessey - race as the popular mask-wearing (but now dead) champion, Frankenstein, or rot in prison. Jensen makes the bargain. As the three-stage race approaches, he realizes that the whole thing may be a set up - can an anonymous man behind a mask get revenge and win his release?

Luc Devreux and Andrew Scott are US soldiers who kill each other in Vietnam when Devreux interferes with Scott's slaughter of a friendly village. Listed as MIA, they are actually flash-frozen and shipped to a top-secret facility where a team of scientists led by Colonel Perry turn the two, along with other select specimens, into super-soldiers known as "UniSols." While helping foil a terrorist takeover of the giant McKinley Dam, Devreux starts having flashbacks to his former life, and makes a break from his colleagues. The increasingly human Devreux teams up with TV reporter Veronica Roberts, while they are chased across much of the Midwest by Scott, and also by Perry and the police, who capture them long enough for Scott to find them. After a chase, thinking that they killed Scott in a truck crash, Veronica takes Devreux home to his parents in Louisiana, only to have Scott catch up with them for a brutal confrontation

Held by the police as a raving lunatic, Dr. Miles Bennell recounts to a psychiatrist the events that have turned his life upside down. He returned to his small town the previous Thursday, having been called back from a medical conference by his nurse, who was being flooded with patients. He arrives to find that most have canceled their appointments, but the few cases he does have all have the same story: someone close to them is acting strangely as if they had been replaced. Consulting some of his colleagues, he finds that these types of reports have been coming in all week and they conclude it must be some type of mass hysteria. However, when his friends Jack and Teddy Belicec show him a partly formed body they have uncovered in their home, he begins to realize that there may be some truth to the wild stories he has been hearing.